Practice question
An otherwise qualified independent nominee owns shares and receives ordinary director fees, but also has an established relationship materially interfering with independent judgment. Management cites the shareholding-and-fee wording as blanket immunity for the interfering relationship. Which is correct?
- The exceptions make every other relationship irrelevant
- The narrow exceptions do not erase the separate substantive independence requirement
- Fees automatically cure a material conflict
- Shareholding necessarily validates all outside business ties
- Management’s label conclusively changes the facts
Legal references
- RA 11232: https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463; Section 22(b)-(c) and definition of independent director.
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